1. Issuance of the Series 2014 Capital Projects Revenue Bonds John W. Lawson Chief Financial Officer April 16, 2014

2. Authorization to Issue CPR Bonds Chapter 896 (HB 3202) of the 2007 Virginia Acts of Assembly authorized the issuance of $3 billion of Commonwealth of Virginia Capital Projects Revenue Bonds (CPR). 20% dedicated to Transit Capital 4.3% dedicated to Rail Capital Balance to be used to provide for federal match, enhance the Revenue Sharing Program and Statewide and Regional Projects Annual sales limited to $300 million, with carry over of unsold amount Total authorization was increased in 2009 to $3.18 billion to replace $180 million of General Funds (GF) provided in 2007 and subsequently taken. The potential annual issuance amounts were accelerated in 2011 by the 2011 Transportation Bill to allow for $1.8 billion in CPR bonds over three years. The third year of accelerated sales authorized was not issued due to sufficient proceeds to support project spending. 2

3. CPR Authorization To date, the Commonwealth Transportation Board has issued three series of CPR bonds: $493M, $600M, and $600M in May 2010, 2011 and 2012 respectively. The current plan calls for a fourth sale in June 2014. 3

4. Use of the CPR Bonds CPR bonds have been allocated to the prescribed VDOT and DRPT programs each year since 2008. The planned use of the full $3.18 billion authorization is as follows: 4

5. Debt Service Payments Monies received in the Priority Transportation Fund (PTF) represent the expected payment source for the debt service on the CPR bonds. The PTF revenue is provided from: One-third of the taxes collected on insurance premiums; 4% of Sales and Use Taxes on Motor Fuel under provisions of HB 2313 (2013); Interest earnings. Below is the PTF revenue forecast: 5

6. Debt Service Coverage Revenues in the PTF must provide at least 1x annual debt service coverage, but for planning purposes, CTB will structure bond issuances to maintain a 1.15x revenue to debt service coverage. Based on projected net revenues available for debt service and maintaining the 1.15x debt service coverage, the following future annual issuances are planned. 6

7. Commonwealth Transportation Board: Capital Project Revenue Bonds, Series 2014 7

8. Next Steps Request CTB Approval (April)Treasury Board Approval (May)Rating Agency Requests (May)Competitive Sale (June)Planned Closing (June) 8